Statement of Changes in Beneficial Ownership (4)
07 March 2013 - 9:53AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
McLeer Richard
|
2. Issuer Name
and
Ticker or Trading Symbol
Dealertrack Technologies, Inc
[
TRAK
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, CIO and Services
|
(Last)
(First)
(Middle)
1111 MARCUS AVE., SUITE M04
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2013
|
(Street)
LAKE SUCCESS, NY US 11042
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
3/4/2013
|
|
A
|
|
10391
(1)
|
A
|
$0
|
37532
(10)
|
D
|
|
Common Stock
|
2/8/2013
|
|
M
|
|
10031
(6)
|
A
|
$0
|
42078
(2)
|
D
|
|
Common Stock
|
2/8/2013
|
|
S
(7)
|
|
10031
|
D
|
$31.8333
(8)
|
32047
(2)
|
D
|
|
Common Stock
|
3/4/2013
|
|
S
(7)
|
|
3570
|
D
|
$28.8912
(9)
|
33962
(10)
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Non-Qualified Stock Option (right to buy)
|
$28.87
|
3/4/2013
|
|
A
|
|
27862
|
|
(3)
|
3/4/2020
|
Common Stock
|
27862
|
$0
|
27862
|
D
|
|
Performance Stock Unit
|
$0
|
3/4/2013
|
|
A
|
|
10127
(4)
|
|
(5)
|
2/28/2016
|
Common Stock
|
10127
(4)
|
$0
|
10127
|
D
|
|
Performance Stock Unit
|
$0
|
2/8/2013
|
|
M
|
|
|
12780
|
2/8/2013
|
2/8/2013
|
Common Stock
|
12780
|
$0
|
0
|
D
|
|
Explanation of Responses:
|
(
1)
|
Each restricted stock unit represents a contingent right to receive one share of DealerTrack common stock. The restricted stock units vest in four equal annual installments beginning March 4, 2014.
|
(
2)
|
Includes 24,237 restricted stock units.
|
(
3)
|
25% of the shares subject to the option will vest on March 4, 2014, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on March 4, 2017.
|
(
4)
|
This amount represents the target number of PSUs (100%) awarded and is subject to adjustment ranging from 0% (threshold) to 150% (maximum) based on the percentage achievement of the performance goals.
|
(
5)
|
The Performance Stock Units will vest in full on February 28, 2016 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Revenue for calendar year 2013 and the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ U.S. Benchmark Software Index in the aggregate for calendar years 2013, 2014 and 2015.
|
(
6)
|
This amount represents the number of shares that the performance share units which vested on March 18, 2013 conversted into based on the acheivement of performance targets.
|
(
7)
|
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 5, 2011.
|
(
8)
|
This transaction was executed in multiple trades at prices ranging from $31.655 to $31.998. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
|
(
9)
|
This transaction was executed in multiple trades at prices ranging from $28.64 to $29.05. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
|
(
10)
|
Includes 26,152 restricted stock units.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
McLeer Richard
1111 MARCUS AVE.
SUITE M04
LAKE SUCCESS, NY US 11042
|
|
|
EVP, CIO and Services
|
|
Signatures
|
/s/ Gary Papilsky as attorney-in-fact for Richard McLeer
|
|
3/6/2013
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
(MM) (NASDAQ:TRAK)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:TRAK)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about (MM) (NASDAQ): 0 recent articles
More Dealertrack Technologies, Inc News Articles